[EXHIBIT 8(BB)]
NOVATION OF PARTICIPATION AGREEMENT
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THIS NOVATION OF PARTICIPATION AGREEMENT is entered into this ____ day
of __________ 2006 among Allianz Global Investors of America L.P. (formerly
Allianz Dresdner Asset Management of America L.P.) ("AGI"), a Delaware limited
partnership; ML Life Insurance Company of New York, a New York life insurance
company (the "Company"); Allianz Global Investors Distributors LLC (formerly PA
Distributors LLC), a Delaware limited liability company ("AGID"); and Allianz
Global Investors Fund Management LLC ("AGIFM"), a Delaware limited liability
company.
W I T N E S S E T H
WHEREAS, AGI, AGID and the Company have entered into a Participation
Agreement dated October 11, 2002 (the "Agreement"); and
WHEREAS, AGI desires to affect a novation of the Agreement so that
AGIFM is substituted for AGI as a party to such agreement and AGI is released
from its obligations under the Agreement, AGIFM desires to accept the novation
thereof, and the Company and AGID desire to consent to such novation;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions
contained herein, AGI hereby affects a novation of the
Agreement to substitute AGIFM for AGI as party to such
agreement (the "Novation"), the Company and AGID hereby
consent to such Novation and hereby release AGI from all of
its duties and obligations under the Agreement, and AGIFM
hereby accepts the Novation and hereby releases AGI from all
of its duties and obligations under the Agreement and assumes
all rights, duties and obligations of AGI under the Agreement.
Any procedures established from time to time by agreement
between and among AGI, AGID and the Company shall be assigned
to AGIFM, subject to the terms and conditions contained herein
and subject to amendment by mutual agreement of AGIFM, AGID
and the Company.
2. Term. The Novation shall become effective on the date hereof
and shall extend for so long as the terms specified in the
Agreement are satisfied or until terminated in accordance
therewith.
3. No Termination. The parties agree that the Novation shall not
constitute an "assignment" of the Agreement for purposes of
the Agreement or the Investment
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Company Act of 1940, and that the Agreement, as so novated,
shall remain in full force and effect after the Novation.
IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed as of the day and year first above written.
ALLIANZ GLOBAL INVESTORS OF
AMERICA L.P.
By:
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Name:
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Title:
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ML LIFE INSURANCE COMPANY OF NEW YORK
By:
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Name:
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Title:
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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By:
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Name:
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Title:
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ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
By:
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Name:
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Title:
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